Black Cat
by thesituation016
Summary: Noel the cat hybrid adopted sister is along for the adventure. Abe/OC
1. Chapter 1

HellBoy

8yrs. After the discovery of HellBoy.

A young girl no more than 6 with long white hair and silver eyes runs down a long dark alley chased by a group of men dressed like punks on all fours. The girl was wearing a long sleeved maroon shirt that had seen better days with an old black jean jacket that was too big for her and dirty ripped up jeans. On her head was an old worn out fedora.

"Get back here you freak!" One of the men yelled. This only causes the girl to run faster. She couldn't understand why they were mad. She had just nabbed a little food from them. They had more than enough.

The girl darted out into the street and right into Professor Broom. She looked up at him in fear as he looked down at her in interest. Seeing the angry men behind her, he pushed the young girl behind him.

"Give us the girl." The obvious leader of the group demanded.

"I don't believe she wants to go with you." Broom said calmly.

"Well that's too bad for her and you if you don't get out of our way." He pressed.

"Stay behind me." The girl ordered knowing she had no choice but to face the men now that an outsider was involved.

_'I can't let this man get hurt for what I did.' _Noel thought to herself.

She dashed past Broom before he could stop her and to his surprise what he thought was a fur belt turned out to be a long black cat tail and her hat fell off revealing a pair of black cat ears. She attacked the men and with the help of Broom was able to knock the four men out and make a getaway, but the strain is too much for her malnutrition body and she passed out.

-0-

She gently stirred and woke up. The first thing Noel realizes is that she is lying on a couch wrapped in a blanket. She starts to panic when she doesn't recognize her surroundings. Her head snapped up when she heard the door to the trailer like house open. The man from earlier walks in and he instantly noticed her panicked expression.

"Don't worry you are safe." He said reassuringly as he sat down on the opposite end of the couch. The girl's eyes never left his and she tensed up as if she was getting ready to pounce which considering her unique attributes was not impossible. "I am not going to harm you."

"Where am I?" Noel said after a brief pause. "Who are you?"

"I'm Professor Broom and we are currently on an American military base. This is my home."He said. "May I ask your name?"

"It's Noel, but don't bother asking for my last name. I don't have one or at least I don't remember it any more. I don't remember a lot of things." Noel replied as she slowly calmed down seeing as there seemed to be no danger from this man.

"Is that so? Then may I ask if you know how you came by your cat appendages?" Broom asked gently as he poured her a cup of tea from the tea service that was nearby.

"As far as I know I was born with them, I think." Noel said as she accepted the tea. She drank it slowly and a smile spread on her face.

"Do you have a home, Noel?" Broom asked suddenly as he handed her a biscuit from the tray. She was in the middle of gobbling down the biscuit when he asked. She slowly lowered the biscuit as her ears dropped and stared down at the blanket.

"No. People don't like me." Noel said sadly. "I'm a freak."

"How would you like to live with me and my son then?" Broom asked her. Noel's head snapped up with an expression of shock that quickly changed to suspicion.

"What's the catch?" She asked.

"No catch, I Promise." Broom assured and after a brief starring contest Noel gave in.

"So who's your son?" Noel asked curiously as she untangled herself from the blankets.

"You must promise me something before I show you to him. He is not like me or anything you have ever seen before. He is different like you." Broom said. "You must promise not to be afraid."

"Ok." Noel said a little worried.

Broom walked over to a door nearby and opened it. To Noel's surprise a boy who must have been eavesdropping on the other side tumbled to the ground. He quickly got up and gave his father an apologetic smile knowing he had been caught. To Noel's surprise the boy looked like a small horned red ape with a stone hand and he had the biggest teeth she had ever seen. Noel looked from Broom back to the red boy.

"This is HellBoy. HellBoy this is Noel." Broom said.

"Hi." HellBoy said as he shifted his weight from one foot to the other and held out his left hand.

"Hello." Noel replied as she shook his hand and they smiled at each other.

"Want to watch T.V.? My favorite show is about to start." Hellboy said.

"Ok." Noel said as he led her over to the couch. Broom smiled as Hellboy took out a candy bar and halfed it with her. He was sure that they would get along just fine.


	2. Chapter 2

A dolled-up mod-style moped stops at the massive gate. Strapped to the luggage rack are two cheap suitcases. The driver, a very wet Myers, touches an old fashioned buzzer under a sign reading "WASTE MANAGEMENT." A crackling intercom voice answers.

"Yes?" The voice says.

John Myers, F.B.I. Transfer from Quantico." Myers replies while shivering. A beat, then an eyepiece and an LCD screen scanner pop out.

"Look at the birdie, son." The voice says sarcastically in a monotone voice.

Myers looks into the eyepiece. On the screen, Myers' cornea is scanned. His ID and badge number appear. The gate opens. Myers walks in.

Seated at a dramatic circular desk is a solitary guard. Myers approaches quietly.

"Hello, I'm …" Myers begins.

"- Late. Five minutes late." The guard cuts him off.

"Yes, I …" Myers tries again.

"- Section fifty-one. Step back." The guard once again cuts him off.

"Pardon?" Myers asks looking around.

"Two steps back, please." The guard says a little more forcefully.

Confused, Myers picks up his suitcases and complies. He realizes he's dead center on a giant B.P.R.D. Logo: A HAND HOLDING A SWORD.

"Watch your hands and elbows." The guard says. Immediately, the floor under Myers' feet starts down. He's on a small elevator. The panel overhead slides shut. A row of safety lights comes on. He's in a vast underground area with other elevators moving up and down in the distance.

The elevator stops in a narrow, dark space. Neon lights flicker on, illuminating a circular chamber. Painted on the floor is a huge number: 51. Right in front of Myers: a magnificent oak door. Myers knocks on it. No answer. Myers enters.

-0-

Myers looks around, fascinated: books. An office made of them. The soft glow of green-shaded reading lamps bathes everything in an intimate, warm light. One entire wall is a thick pane of glass, the wall of a huge tank of water. A voice crackles through an intercom next to the tank.

"Turn the pages, please." The voice asks politely. Myers jumps, then moves closer to the glass. "Over here... if you don't mind?"

In the tank a fish man glides in and out view.

"Holy crap!" Myers looked at four book stands facing the glass. Each supported an open volume. Then he turned back to the aquarium and leaned close to the glass, peering intently.

Abe reappeared. His slender, dolphin gray, with dark patterns streaking his soft skin cut easily through the water. Bright blue eyes shine with intelligence. Behind a thin wound-like mouth, gills are bubbling.

"These … ? You're reading these …?" Myers asks while pointing to the books. Abe nodded as Broom entered through a side door.

"Four books at once, every day – as long as I'm here to turn the pages." Broom said with a smile. "My name's Broom. Professor Trevor Broom."

"Sir, I'm …" Myers started as he extended his hand in greeting. BAM! Abe pressed his webbed hand against the glass, closed his eyes - all three lids. Abe's voice surged from the speaker.

"Agent John T. Myers, Kansas City, 26."T" stands for Thaddeus, mother's older brother. Scar on your chin happened when you were ten, you still wonder if it's ever going to fade away." Abe said in a quick flow of words.

"How did it…" Myers stuttered.

"He, not it." Broom corrected. "Abraham Sapien was discovered alive in a secret chamber at St. Trinian's Foundling Hospital, Washington." Broom pointed at a small piece of antique paper, framed on the wall. "They took his name from this little inscription that was stuck on his tank."

"Icthyo Sapiens, April 14, 1865." Myers read aloud.

"The day Abraham Lincoln died hence "Abe" Sapien." Broom stated.

"Hey Abe I brought you a snack." Noel said as she wheeled in a cart through the doors. She glanced up and took notice of her father and the unknown young man. "Oh, sorry dad didn't know you had a guest. I'm Noel."

"John Myers." He replies. It is plain to see that he is distracted by Noel's ears as they shake hands not to mention her other cat like appendages. Broom uncovers a tray by the tank: Four greenish eggs. Myers gagged and reeled back.

"Rotten eggs, a delicacy, Abe loves them." Noel explained. Abe smiled and takes a sub aquatic bow, gracefully nabbing the eggs as they float through the hatch.

"How does he know so much about me?" Myers asked.

"Abe possesses a unique frontal lobe." Broom started to explain.

""Unique." That's a word you'll hear a lot around here." Noel said as her tail switched back and forth.

"Where am I - exactly, Sir?" Myers asks.

"As you entered the lobby there was an inscription –" Broom said.

"On the desk, yes. In Latin." Myers replies.

"Impressive. Do you remember what it said?" Broom compliments.

"In absentia luci, tenebrae vinciunt..." he answers although he seems slightly frustrated.

""In the absence of light, darkness prevails." For there are things that go bump in the night, Agent Myers." Broom smiles. "We are the ones who bump back."

Noel smiled as her father took him to get introduced to her brother.

"You're not going with them?" Abe asked as he watched Noel walk over to the book stands and turn each page.

"Are you kidding? That's one hissy fit that I don't want to see." Noel said. "So how's the reading going?"

"Same as always." Abe said as he swam closer to the glass until they were face to face. His palm was pressed against the glass. "You're worried about something."

"It's nothing." Noel said with a wave of her hand as she tried to avoid Abe's gaze.

"Noel." Abe warned. She knew she couldn't lie to him.

"I just have this nagging feeling that there is something that Dad isn't telling us." Noel said as she turned around and leaned her back against the tank. "I worry about him a lot. He's not as young as he used to be."

"I'm sure if something is wrong he would tell us." Abe assured her.

"You're probably right as usual, but I still can't help but to feel that something is about to happen." Noel said.

"Well we can't stop the unknown." Abe said. "But if you have need you can always come to me if you are having trouble with something."

"I don't know what I would do without you Abe." Noel said with a smile. "Thank you."

Luckily for Abe Noel doesn't turn around or she would have seen the grin and slight blush coloring Abe's face, just then a red light started to flash and an alarm sounded.


	3. Chapter 3

The mounted policeman is visible as he rides by. The mirrors are see-through. The back of the truck is a fully-equipped crime lab, crammed with hi-tech gear and low-tech talismans.

Abe fit a respirator over his face. It looked like a mechanized Elizabethan collar. Valves bubble and hiss as he inhaled liquid through his mouth and out his gills as Hellboy looked out onto the crowd.

"Look at them ugly suckers, Blue one sheet of glass between them and us." HellBoy said with regret and longing.

"Story of my life." Abe replied distractedly.

"I break it; they see us, Happy Halloween. No more hiding." HellBoy said in a nostalgic voice. "Outside, I could be outside…"

"You mean, outside...with her." Abe said as he and Noel share a glance.

Hellboy strapped on a huge utility belt heavy with amulets, rosaries, and horseshoes. From an ashtray he grabbed a handful of stogie stubs. Lights one, puts the rest in a pouch.

"Don't get psychic with me." HellBoy grumbled.

"Nothing psychic about it, you're easy." Abe said.

"He's got your number Red. You're easier to read than a child's picture book." Noel added as she strapped on two Egyptian scimitars and two Sais all of them blessed. Various pouches containing different powders, bullets, and fluids lined her belts around her waist and crossing her chest. Last she holstered her twin sleek silver pistols on her upper thigh holsters. Engraved on each gun are the words _'Judge, Jury, and Executioner.' _

"Now you're on me too. Some sister you are." HellBoy said.

"Yep, I'm the best." Noel said with a smile as Hellboy unlocked a STEEL BOX STENCILED ON ITS LID: "THE GOOD SAMARITAN" and extracted the meanest-looking, custom-built, double-barrel, blue-finished, handgun ever made, a veritable cannon.

"How am I ever gonna get a girl? I drive around in a garbage truck" HellBoy complained.

"Liz left us, Red. Take the hint." Abe said getting frustrated.

"We don't take hints." HellBoy stated.

"Then maybe we should start." Noel mused.

-0-

The garbage truck pulled into an interior courtyard and stopped. FBI/BPRD teams spread through the area, expelling uniformed cops and securing the doors. Three agents, Quarry, Stone, and Moss close a gate, sealing off the area.

"All areas secured." Stone said. From a nearby roof, Agent Lime signaled all clear.

"Seal the doors. Red, White, and Blue are coming in." Clay ordered into his walkie talkie.

The truck stopped and Clay pulled a lever. Myers watches as the dumpster loader hinges down like a drawbridge, revealing HellBoy, Abe, and Noel.

"Can you get any cheesier?" Noel pouts at the silly patriotic name, but Clay ignores her.

"Okay, boys, let's synch up our locators." Clay ordered.

Abe, Clay, Noel, and Hellboy activate lights on their belts. They beep and blink. Hellboy starts walking.

As BPRD agents clear the area, Clay, Myers, Abe, Noel, and Hellboy march through to the main lobby. There are various display cases and two banners flank the marble staircase.

"At nineteen hundred hours an alarm tripped. B&E. Robbery. Six guards dead." Clay reported.

"Hold on - hold on - I thought we checked this place. Fakes, and reproductions." HellBoy said confused.

"Apparently not everything was fake." Broom said. He stands at the base of the marble staircase. Noel runs up to him and gives him a hug.

"Hey dad." Noel said happily. She had always been a daddy's girl.

"Father...?" HellBoy said surprised to see him. Myers observes as the red Goliath sheepishly averts his gaze from that of the fragile old man. He sent Noel who was next to him a questioning look.

"Red's been in trouble with father a lot lately." Noel said with a dismissive wave of her hand.

"You two are really siblings?" Myers asked.

"Yeah, can't you see the family resemblance?" Red joked as he came up behind Noel and gave her a noogey.

"Hey!" Noel said as she pushed him away. "Dad found me when I was six about forty seven years ago."

"But that would make you fifty three years old." Myers said in shock.

"Yeah and?" Noel said with a slightly arched eyebrow.

"Nothing." Myers said looking away suddenly.

-0-

They approach an oversize set of brass doors. Abe removes a leather glove from his hand. FWAP! He spreads his webbed fingers on the door. He closes his three eyelids and concentrates.

Noel starts flexing her claws and rechecks her weapons. Every once in a while her eyes wonder to Abe, but she quickly looks away before anyone can notice. Two agents arrive with a rolling munitions case. Myers observes as Hellboy opens it and looks over a potpourri of bullets of all colors and shapes.

"A 16th century statue was destroyed. Saint Dionysius the Aeropagite." Broom explained.

"Who wards off demons?" HellBoy said.

"Smuggled into this country by an overzealous curator, the statue, however, was hollow…" Broom continued.

"Reliquary …" Noel said.

"A prison, the Vatican deemed its contents dangerous enough to include it on the List of Avignon. Of which we hold a copy." Broom said. Hellboy selects a clip full of bullets and a speed loader.

"Would'ya look at these babies? Made 'em myself. Holy water, silver shavings, white oak: the works." HellBoy said while he displayed his bullets with pride.

"Behind this door. A dark entity…Evil, ancient and hungry." Abe quickly starts scanning a few leather-bound volumes of ancient magic.

"Oh, well. Lemme go in and say "hi"." As HellBoy opens the big doors, a flickering amber glow illuminates him.

"Good luck." Noel said as he stepped inside. Once he was inside and the doors secure Noel noticed Myers looking confused.

"Isn't anyone going in with him?" He asked.

"Only if he gets in over his head, he likes to go solo." Noel said. "So how you absorbing all of this?"

"It's a lot to take in." Myers replied while rubbing the back of his head.

"Yeah, if you have any questions feel free to ask away." Noel said as she took out one of her guns and made sure it was loaded properly.

"How is it that you all came together I mean the organization?" Myers asked.

"The BPRD was founded in late 1944 by Dad to combat various occult threats uncovered in operations against Nazi Germany." Noel said she then explained how she and Hellboy came to be in the organization.

"What about you, Abe?" Myers asked trying to keep his voice casual, but it was easy to tell he was still weirded out by all of this.

"My first memories were when I was used for experimentation in the BPRD. It was a horrible experience. Then Noel and Hellboy came into the room and they were the first things that I saw that were not scary. Hellboy told the doctors to shut down the experiments, because "they never stop until someone says enough" as he put it and Noel took care of me until I was healed." Abe said not looking up from his book. Noel gently placed a hand on his shoulder knowing that the past was not something he liked to dwell in.

"Aha, this is interesting."Abe had stopped flipping through the old book and was now starring down at a picture of Sammael.


	4. Chapter 4

Blue emergency lamps are on. The exhibits are destroyed; piles of debris are burning. Hellboy walks past a fallen display cases that litter the ground. He moves around cautiously. A couple of large carvings and statues startle him.

He looks down on the floor when he hears something squish under his feet. Covered in some sort of slime were boots, half chewed, bitten belts and shreds of uniforms and hats.

"Blue: It stinks in here – Finely aged road kill." HellBoy complained.

The sickening sound of snapping bones and mastication reaches his ears. Hellboy reacts to a smell, raises his eyes to discover a huge pale creature that is hanging from the ceiling, chewing slowly.

The monster is equipped with powerful arms, a head full of tentacles and two well-muscled hind legs. Most of its face is hidden, but the jaws are shiny with blood.

"Hey. Stinky. Kitchen's closed" HellBoy said loudly to get the creatures attention. "Whatcha havin'? Six library guards, raw? Plus belts and boots? Man, you're gonna need some heavy fiber to move that out."

"Red, I found something …" Abe said through the ear phone.

-0-

Abe has found a small, medieval engraving of Sammael in one of the books.

"There's not much here: the entity's name is Sammael, the desolate one, son of Nergal …" Abe starts, but HellBoy cuts him off.

Sammael releases himself, lands on the floor. Part of the neck is exposed: white, slimy skin, cracked like old marble and criss- crossed with blue veins.

"Hold it …" HellBoy said then pauses for a beat before continuing. "Hey, Sammy, whaddaya say we work this out? Peacefully. I'm not a great shot, but "The Samaritan" here, uses really big bullets, so whaddaya say we work this out?"

Sammael stands and turns around, his waist twists him 360 degrees! Screeching, Sammael leaps away!

Hellboy shoots. The high-caliber ammo rips a few columns apart and finally catches Sammael. The bullet goes through it and destroys a statue and a large window behind him. The monster squeals and goes down. With a rattling cough, it grows still.

"That's all for you, Sammy." HellBoy said in a smug voice.

"Red - you need to hear the rest of the information." Abe said in the ear piece.

"Nah - he's taken care of." Hellboy said as he turned away for a moment and put his gun away, like a gunslinger.

"RED SHUT UP AND LISTEN TO ABE!" Noel yelled into the com link causing Hellboy to flinch.

"Ok, fine. What is it Abe?" Hellboy asked.

"Listen to this: Sammael, the desolate one, lord of the shadows, son of Nergal hound of resurrection…" Abe reads.

"See? I don't like that." HellBoy sighs.

"What? Hound of resurrection?" Abe asked as Hellboy looked back at the corpse only to find it gone!

"Harbinger of pestilence, seed of destruction…" Abe continued.

"Skip to the end, willya? How do I kill it - ?" HellBoy snapped.

"It doesn't say." Abe said ignoring Hellboy's attitude.

BAMMM! From out of nowhere, Sammael appears and swings an arm! Hellboy crashes into the brass doors! The doors bulged and cracked under Hellboy's impact. Abe and Broom backpedal fast. Myers pulls out his gun, and starts looking for another way in. Broom observes this, pleased. Noel pulls out her Scimitars and motions for Myers to follow her.

-0-

Sammael lashes out with a massive punch. Hellboy goes through SIX glass cabinets, then hits a window, falling two stories down, landing sideways in an industrial garbage bin. Hellboy fights to stay conscious. Blood is slowly dripping from his mouth.

"Child..." A voice calls. Hellboy looked up: standing in the alley, like an apparition, is Grigory, in a black suit and overcoat, his eyes shielded by pitch-black sunglasses "All grown up, I see."

"That voice…" Hellboy said in shock, confused voice.

"I sang the first lullaby you ever heard, my child. I ushered you into this world." Grigory paused. "I alone know your true calling, your true name."

"Don't tell me, it's Zeppo." Hellboy smarts off. Hellboy catches sight of his big gun, lying on the ground. He goes for it but, Sammael lands before him.

"I can see that you're still young and don't know your place." Grigory said as he turns to Sammael. "Teach him."

Before Hellboy can reach the weapon a seven-foot tongue lashes out from Sammael's mouth like a whip. It's arm-thick, with yellow sacs billowing from its sides. It wraps around Hellboy's right arm. Hellboy falls to the ground, writhing, grinding his teeth.

The tongue squeezes and pulls. Smoke pours from Hellboy's skin.

Then Myers appears at the end of the alley, firing round after round into Sammael's tongue followed by Noel with her scimitars drawn. Amber blood explodes in the air. The tongue recoils with an infernal squeal and Hellboy manages to roll away.

Myers goes for Hellboy's gun and grabs it! He takes cover behind the trash container while Noel holds back the monster where Hellboy is.

"What do you think you're doing?" Hellboy snapped. Myers proudly shows him the gun.

"Helping you - I just –" Myers stuttered.

"No one ever helps me. It's my job." Hellboy said angrily.

"Makes me wonder what I've been doing all of these years." Noel yells this as she fights having heard him with her enhanced hearing. Hellboy snorts and grabs his gun and tries to reload, but his arm hurts too much.

"Damn - Okay. Here .." He hands him the gun and a fresh clip. Reaching into his belt, Hellboy extracts a vacuum-sealed packet. "Then load this." In the packet is a single bullet. "It's a tracking bullet. Crack the pin. Load it."

A grunt is heard, Noel flies over the dumpster and lands in front of the guys on her back.

"OW." Noel grunted. KLANG! The tongue punches through the steel like a ramrod again and again. Hellboy and Myers barely dodged it. Myers cracks a safety pin. The glass head on the bullet glows like a chemical flare as Hellboy helps Noel up.

"Jeez... What the hell is that?" Myers yells. He's looking at Hellboy's smoking arm. Inside a bloody gash, a big, black stinger is gleaming.

"That is so gross." Noel said.

Hellboy pulls it out and hands it to Myers who juggles it a few times before dropping it. Noel then steps on it popping it like a ripe grape.

"Lemme go ask." Hellboy said as he stepped from behind the container. Sammael's tongue instantly wraps around the gun's muzzle. Hellboy shoots repeatedly. His face lit weirdly green as the tracking bullet lodges within the gun. Then the glowing bullet flies through the barrel and out towards Sammael, still in mid-air. It hits him square in the chest: an explosion of green goo! With a shriek, the thing leaps over a wall and Hellboy scrambles after it.

-0-

On the empty sidewalk, Hellboy sees a trail of GLOWING GOOP. He hits full stride, following it around a corner. Myers lands a second later, cradling his arm, chasing after him followed by Noel landing gracefully in a crouched position.

"Wait! No, what are you doing?" Myers yelled after Hellboy.

"Breaking the rules what else." Noel yelled as she grabbed a black knit cap from her pocket and stuffed her ears under it as she wrapped her tail around her waist.

Sammael dashes by, followed closely by Hellboy, running full tilt. A ten-wheeler backs up, effectively blocking their way. A few workers load pumpkin boxes from it.

"What the hell is that?" One of the workers exclaimed.

Without slowing down, Sammael jumps onto the trailer, denting the roof then jumping off and into a crowded carnival area. A small carrousel and refreshment stand flank a pumpkin patch. Full of curiosity, Sammael pauses a second to inspect a Trick- or-treater dressed as a golden dragon. Hellboy catapults himself onto the trailer's roof.

"Whoa-whoa-whoa-" three workers cry out.

Hellboy jumps and lands heavily on top of the driver's cab and the driver is almost crushed under the steel. He screams as he is showered by thousands of glass shards. Myers and Noel are a few steps behind.

"We'll hit the street in a minute. We're heading towards civilians..." Myers warned into his com link as he squeezed between the vehicle and the alley wall. The vendors are yelling at him. "Yeah, yeah, crazy costume, uh? Trick or treat!"

"Yeah that's believable." Noel scoffed as she jumped on top of the truck them flipped down.

Sammael runs past a group of trick-or-treaters, and jumps straight into the street. Cars swerve, avoiding a collision as Sammael lands on the opposite sidewalk. The trick or treaters scream. Hellboy appears. He too dives straight into the traffic as Myers follows.

He runs into the road and a 4X4 speeds straight at him! Noel grabs him and tries to get out of the way but it's too late. Seeing this, Hellboy runs back, and lands next to Myers and Noel, holds out his stone hand and stops the 4x4 dead in its tracks.

"Red means stop." Hellboy ordered as he slams it into the 4x4. The impact somersaults the car over them. It lands with a thud on the street, air bags exploding. Myers almost faints as Noel holds him up.

"Heart of a lion this one." Noel comments as she struggled to keep him up. Other cars stop, tires squealing and horns blaring causing a major traffic jam.

"Are you two okay?" Hellboy asked. Myers opens his eyes, nods.

"All nine lives still intact." Noel states.

"Good. Stay here." Hellboy orders as he moves after Sammael.

"Let's go get your arm taken care of." Noel said as she guided Myers away from the growing angry mob.

"But what about him?" Myers asked. "We can't lose track of him?"

"He'll be fine and we can always use the tracker when we need to locate him." Noel said even though she knew that at any time he could turn off said locator.

-0-

A huge traffic jam clogs the highway. The totaled 4X4 is being towed away. Several TV crews interview witnesses. Myers, his arm freshly bandaged by Noel, signs a police form. Noel stands nearby, her cap snuggly secure on her head hiding her ears. Myers radio beeps gaining their attention.

"Myers? How's your arm?" Hellboy's voice sounds over the radio.

"My arm is fine. Where are you?" Myers asked as he moves away from the police officers. "Where are you?"

Hellboy is walking away from the smoking Sammael carcass.

"I just fried Stinky. Tell Father I'll be home. He shouldn't wait up." Hellboy said

"Wait - Wait - You can't go anywhere." Myers said. "I gotta go with you."

"Dad's going to be mad...again." Noel warned.

"No, no, no, it's fine: I do my job, I take a break." Hellboy said.

"No. Stop. Don't do this - Listen to me - Tell me where you are…" Myers implored.

"Myers?" Hellboy said.

"Yes?" Myers replied.

"Goodbye." Hellboy said as he turned off his belt locator and moves away into the darkness of the tunnel. In the foreground: black light escapes from Sammael's charred body.


	5. Chapter 5

A sleek black limo drives past the crowd and stops outside. FBI agent Tom Manning emerges. Manning and Broom walk through the mess. A crew is cleaning up. The dead guards are carried out.

"Every time the media get a look at him, they come to me. I'm running out of lies, Trevor." Manning complained.

"I thought you liked being on TV." Trevor said in a tired voice.

"I do." Manning said and paused. "How many escapes, this year alone: five!"

"Tom - he's our guest, not a prisoner." Broom argued.

"Your "guest" happens to be six foot five, bright red, and is government funded." Shot back.

"He's just going through a phase." Broom said as Manning moistened and lit a fine cigar, using a kitchen match.

"A "phase"? What do you think this is, "The Brady Bunch?" These... freaks." Abe listens while pacing the exhibition hall, palm open while Noel glares at Manning from her perch on a pedestal, her tail switching back and forth angrily. Manning lowered his voice, tense. "These freaks, Trevor, they give me the creeps. And I'm not the only one. You're up for review, you and your petting zoo."

"I know where to find him. I'll get him back." Broom said as Manning watches as Abe finds a sharp dagger embedded in the floor.

"Hey, fishstick - don't touch anything." Manning ordered, but Abe silences him.

"I need to touch it to "see"..." Abe said as if he was speaking to a child.

"See what?" Manning demanded.

"The past, the future, whatever this object holds." Abe explained.

"Is he serious?" Manning asked as he eyed Broom.

"Don't worry about fingerprints. I never had any." Abe held the dagger in his hand, and turned to Broom. "They were over here, Professor."

"Oooh! Who was here? Nixon? Houdini? You mind sharing your mystic insights?" Manning spouted off.

"Do you ever shut up?" Noel said as she left room to search for more clues away from Manning.

Broom examines the dagger: a Ragnarok symbol crowns the hilt, the dragon and swastika.

"Show me, Abe... show me." Broom said. Abe solemnly extends his hand. As soon as Abe takes it, the room morphs to the previous events that led up to the ransacking of the museum.

Abe snaps out of it. Broom is pale. He steps away, wincing, enduring a bolt of pain in his side. Abe holds him and motions for the others to stay back. He extends his open palm and "feels" the air near the old man's back.

"Professor..? You - are very sick." Abe said in shock.

"I don't want Hellboy or Noel to know." Broom said as he turned around, and gently pushed Abe's hand away. "Sixty years ago Abe, they tried to destroy the world. And they are back in my lifetime, they are back, to finish the job."


	6. Chapter 6

In the depths of the B.P.R.D infirmary, Hellboy laid flat on a stainless steel table. Broom sat alongside him with Noel standing opposite of him. Abe peered through a magnifier at Hellboy's wounded arm.

"You were burned by some organic acid." Abe said.

"I'm lucky that way." Hellboy replied. Using a scalpel, Abe probed the gash. Hellboy let out a loud grunt.

"Son, about Rasputin…" Broom began.

"Don't worry. I'll get him soon enough." Hellboy reassured him.

"Listen to me. This time is different. There's more at stake than ever before." Broom said.

"How hard can it be? I punched the crap out of that thing that he sent - ouch!" Hellboy said.

"I worry about you, both of you." Noel walked over to her father's side and gave him a hug.

"Me? C'mon – Noel on the other hand..." Hellboy said. Noel scoffed and thumped him on the head.

"Well, I won't be around forever, you know?" Broom said as Red rubbed the back of his head with his free hand sending Noel a glare.

"Oh, stop that." Hellboy said as he grimaced in pain. "Damn! Be careful, there –"

"Red. How long was it latched onto you?" Abe asked.

"I dunno, maybe five seconds - ow!" Hellboy answered.

"You want me to hold him down?" Noel asked.

"That's right, kitten, hold me down." Hellboy laughed.

"I told you not to call me that." Noel snapped.

"What? Kitten, but it fits you so well." Hellboy continued. Noel smacked him upside the head hard, harder this time. "Hey I'm injured here."

"You say that like I should care." Noel said with a glare.

"Professor..." Abe called. Broom moved to Abe's side of the table. Abe is poking at the depths of the wound.

"Don't look! Turn around." Broom snapped at Hellboy.

"Is it bad?" Hellboy asked nervously.

"Yeah, we might have to amputate the arm." Noel said managing to convince Hellboy.

"What?!" Hellboy panicked.

Broom gave Noel a sharp look and comes closer, eyes wide: inside the wound on Hellboy's forearm, nestled like ticks, are three translucent eggs.

Hellboy jumps as Abe plucks the first one out. Abe deposits it in a glass container.

"Touched you five seconds, laid three eggs." Abe commented.

"Didn't even buy me a drink." Hellboy lamented sarcastically.

The computer beeps having finished an analysis. On a monitor, an enlarged color image of one of the throbbing eggs.

"The eggs are very sensitive to heat and light. They need a humid, dark environment to breed." Abe said as he picked up an egg with a pair of tweezers, passes it on to Hellboy, who sports a bandage on his arm.

"Down there. Did you ever lose track of him?" Myers asked.

"Well, let's see - there was that moment, when I had a train on top of my head…" Hellboy said with a roll of his eyes as Broom frowns, worried.

"We can't risk it: You'll go back to the tracks tomorrow with a group of agents, search the area, top to bottom." Broom said sternly as Myers observes, repelled, as inside the egg a small fetal thing wiggles.


	7. Chapter 7

Myers pushed the breakfast cart into Hellboy's den, on it, three dozen pancakes and a mound of bacon and toast. Inside, Hellboy is leaning over Broom, glaring at the old man.

"How many buildings does she have to burn? She belongs here!" Hellboy ranted.

"That's not how she feels. She may never feel it." Broom said as Myers enters, deliberately clearing his throat. They ignore him. "It's her choice, she's human -

"Oh, as opposed to - ?" Hellboy snapped. Broom grows silent.

"Whatever the heck we are." Noel said as she flipped through an old book with a board look on her face. It's obvious that this is a debate that had been fought more than once.

Hellboy stomped over to the mirror and, using a hand-held belt sander savagely shaves his horns. Sparks fly every time he goes at the round stumps.

"Mmmh - "Pancakes." We're going out." Hellboy said when he caught sight of the cart.

"Professor, that girl you were talking about …" Myers started.

"Hey. You: think twice –" Hellboy warned as he whirled around.

"Be nice." Noel does not look up as she says this, but holds up a hand and wags her finger at him.

"I think I can help - Talk to her - I can bring her back." Myers said.

"What landed you this job, pushing "pancakes"? Punctuality? What was your area of expertise?" Hellboy chuckled as Myers murmurs -

"What was that?" Hellboy asked.

"Hostage negotiations." Myers said louder as Hellboy's face lights up.


	8. Chapter 8

An explosion of sound and light as a subway train passes through a dank tunnel. Then, light beams sweep the encrusted walls and steel columns.

Clay and some B.P.R.D. agents hold flashlights. Two of them, Moss and Quarry, carry flamethrowers. Hellboy Noel and Abe bring up the rear.

They enter a store room piled high with filing cabinets, typewriters and school desks. A turn-of-the-century mural depicts happy boys doing charitable acts. A Latin phrase

"VIRILITER AGE" encourages them to behave like men.

"We're in the cellar of the Benjamin Institute a turn-of-the-century orphanage, closed since they moved the sewers in '51." Noel said as she read the map she was holding.

Abe removed his gloves, hyper extends his palm and senses the air, then the surface of the water.

"There's a pulse. And it's coming from…" Debris and dust seem to float from the water's surface and towards Abe's hand. "there." They point their flashlights at a bulkhead. "cistern on the other side. Most of the eggs are there."

They move some filing cabinets and stare at a blank concrete wall.

"No way in." Noel commented

"We should go back and request permission to…" Clay started to say then BAMMM! Hellboy's stone hand cracked the concrete. He starts pounding, again and again, like a jack hammer. The wall collapses under Hellboy's attack.

"Are you coming or not?" Hellboy asked. Clay smiles uncertainly back as Hellboy moves in.

"You two, check this dump, then join us." Clay said to Quarry and Moss.

A large oval room of rusting metal, with pipes spilling water through a large grate on the floor. Abe studies it, senses something, and nods. With superhuman effort, Hellboy lifts it. Hundreds of roaches pour out.

"I'm glad I'm not human. This place would be an embarrassment." Abe commented. Below, a vast cistern, Abe drops in two chemical flares. The flares sink, illuminating floating office furniture and torn paper.

In the lower depths, they pass shadowy industrial ruins. Settling on the bottom they reveal the hulk of a waiting, Sammael.

-0-

Abe pulled off his breathing apparatus and activates the locator on his utility belt. Hellboy and Noel does likewise. BEEEP! The devices synchronize. Noel extends a metal reliquary containing a small bone to Abe.

"Here Abe. This should keep you safe - On loan from the Vatican, a bone from Saint Dionysius." Noel said with a small blush.

"Ugh. Looks like a pinky." Hellboy stated.

Noel tied the reliquary around Abe's hand gently taking hold of it when the knot is secure. Abe gently squeezes her hand before letting go as Noel leaves to keep watch elsewhere.

"Remind me why I keep doing this." Abe asked sarcastically.

"Rotten eggs and the safety of mankind." Hellboy said the lowered his voice. "Noel."

Abe blushes and looks Noel's way, but luckily sees that she has her headphones on and is reporting to the rest of the team so she didn't hear them.

"Oh, right." Abe said as transparent nictomembrane lids cover his eyes, Abe dives.

Underwater, Abe finds an entire control room. 1940's magazines float by, like paper jellyfish. The amber light of the chemical flares gives the room an eerie other-worldly feel.

Waiting above, Hellboy chews a Baby Ruth and pokes around and finds a pile of children's shoes covering some yellowing albums. In the albums, a myriad of sad faces, the orphans from the past. Some of the faces have been cut out. There's an unfinished letter to Father Christmas, dated 1866.

Noel is pacing back and forth pausing every other moment to gaze into the hole Abe was in. Clay stands below a grate, admiring his hair implants with a hand mirror.

"See? It's thicker. Isn't it? It's not that doll-hair thing…" Clay said to reassure himself as Noel and Hellboy share a look while stifling their laughs.

Suddenly, something moves. Hellboy shines his light into an adjoining tunnel. Kroenen is standing there, like a deer caught in headlights.

"Son of a - !" Hellboy exclaimed as the figure darts away. Hellboy tears after it, gun in hand followed by Noel.

"Red, wait!" Noel called. Clay tries his radio. Static.

"Red and White's on the move! I'll cover them!" Clay said as he pulled out his gun and ran after Hellboy and Noel.

Clay arrives at an intersection of sewer tunnels. The glow of Hellboy's flashlight is visible somewhere ahead, his booming footsteps rapidly receding in the veritable labyrinth.

"Damn it, Red." Clay cursed.

-0-

Abe nears the bottom of the cistern. As his feet touch bottom, a cloud of silt fogs the water. He picks out a translucent egg! Suddenly, something big glides by. Abe turns: sees nothing.

He places the egg in a glass canister. Now eggs are floating everywhere, undulating in the water like amber fireflies. Abe swims slowly, collecting them one by one. Some of them are snugly wedged between two rusty machines.

Abe's reliquary gets caught in a lever and snaps loose! It lands on a grate on the floor. Abe swims down and tries to grab it, but it falls through. Abe curses and stands up only to find himself face to face with Sammael!

The monster rakes Abe across the chest; dark blue blood begins to flow. Abe shoves himself into a long, concrete fissure. Sammael can't fit through, but the tongue darts out, missing Abe by inches. Sammael scratches at the walls, trying to reach deeper, screaming in rage.

Abe screams too, emitting a trail of bubbles. He activates his locater. The bubbles burst on the surface. Watching them is a second Sammael.

Hellboy stops, disoriented, no trace of Kroenen. He sniffs the air, then steps through a non-descript portal. Their locater belts start flashing blue.

"Abe's in trouble." Noel said with fear and panic drowning her words.

"Go get em'. I'll take care of things on this end." Hellboy said. Noel nodded then took off the way they came.

-0-

Under the water, black light blooms within two of Sammael's eggs as a fantastic metamorphosis starts. The embryos burst out, gyrating in the water, swelling and distending.

Badly wounded, Abe peers from his hiding spot. Sammael's not there. He quickly swims to the surface, his weird blue blood trailing behind him. The water boils with energy and black light.

He is about to reach the surface when he is grabbed from behind and dragged back down. Someone jumps into the water above him and grabs his hand while cutting the arm of the monster with their free hand.

Abe staggers out of the pool with the help of Noel and they hide behind a crumbling shower stall. Behind them, two shapes come to the surface. Noel has her arms around Abe who had collapsed against her chest. She is doing her best to staunch the blood flow from his chest with her jacket. She activates her locater belt.

"Noel -?" Hellboy's locator belt crackles to life, white. He runs to their location as fast as his legs will carry him.

Hellboy enters to find Abe, bleeding but alive, leaning against Noel who has silent tears running down her face, blue blood all around them. Hellboy tries his walkie-talkie, turns on his locator. It sparks. It's damaged and broken.

"We need an ambulance. Now! Over!" Hellboy yells into his walkie talkie.


	9. Chapter 9

Unconscious, Abe floats in a special tank. LED strips read water temperature, pH level, etc. He's encased in a bio-cast: a cybernetic healing unit wrapped around his thorax and right arm. A web of tubes and hoses keeps him in place.

Shirtless and bandaged, Hellboy sits and studies him, as if in a trance. Noel sits next to the tank and has her bandaged hand pressed against the glass, her eyes are red and puffy from crying.

"He'll make it." Hellboy turns, Manning is there: "But not everyone was so lucky. Two agents died today. Clay probably won't survive the night. You're reckless."

"I knew those men better than you did." Hellboy said.

"Ah, I see. That makes it all alright then." Manning said as he turned to leave. Hellboy gets up.

"No, it doesn't make it right, but I stopped that creature, didn't I?" Hellboy said.

"That's what you do. That's why we need you. You have an insight. You know monsters." Manning said as he turned back to face Hellboy.

"Shut up Manning." Noel warned as she glared at him. "Why you still can."

"No wait. I want to know what he's trying to say." Hellboy said.

"In the end, after you've killed and captured every freak out there…there's still two left: you and your sister." Manning said as he jabbed his finger into Hellboy's chest. Hellboy let out a deep sigh before speaking.

"I wish I could be more gracious but…" BAMMMMM! He smashes a metal locker with his stone hand and raises it above his head. Manning cowers, realizing that Hellboy's rage is a dangerous thing.

Office corridors radiate out from a brass B.P.R.D. logo on the floor. A few agents monitor computer stations and tactical glass boards. Liz and Myers walk in, carrying her suitcases. She looks around and sees Broom coming down the hall.

"Welcome back." Broom said with a smile as he gave her a hug which she returned with a smile of her own.

"It's only for the weekend, Professor Broom. Then I'll be on my way." Liz said.

"Come and go as you please." Broom said with impeccable courtesy. "Find your way back. We've made quite a few changes…"

CRASH! Liz screams and Myers draws his gun, smashing through a glass partition, the mangled steel locker lands in the middle of the hall in a rain of glass and aluminum studs. Next, Manning appears, retreating but unharmed.

"I want those things locked up, starting now - Now! You hear me?!" Manning said in a gasping voice. Noel let out an inhuman tiger like roar making Manning flee in terror.

"Nothing's changed, home, sweet home." Liz said as a mortified, Broom hurries after Manning. Hellboy calmly steps through the hole in the wall followed by Noel who turns back around after making sure Manning was gone and goes back to Abe's side.

"You should have hit him." Noel called over her shoulder.

"Liz? Liz!" Hellboy said. She spins on her heel and walks off. Hellboy turns to Myers. "You! You did it, buddy." Myers holsters his gun and follows Liz. Hellboy is all alone now, but oblivious to this fact. "Woo hoo!"

-0-

Fireproof insulation covers the walls of a familiar cell. Liz throws her bags on the bed. Myers lingers in the doorway. She reflexively pulls on one of the rubber bands on her wrist, then lets it snap.

"A little something I learned in therapy. I'm depressed …" snaps a rubber band. "one rubber band. I'm impatient: two rubber bands..."

Myers sits by her side on the bed.

"I'll get you a fresh pack." Myers said as he sits by her side on the bed.


	10. Chapter 10

A cat bats at a ball of paper. On it, two words are visible: DEAR LIZ. Hellboy's tail scoops up the paper and throws it in a brimming wastebasket.

He's sitting at a stainless steel desk, deep in concentration, writing with evident difficulty. The floor around him is covered with more crumpled pages. In the background, the projector is showing Duck Soup. Noel is there eating popcorn having been thrown out of the medical wing by her dad who said she needed to rest. The cats are laying all over her. Myers pushes in a cartload of chili.

"Where do you…" Myers starts to ask.

"Shh! Just a second." Hellboy cuts him off. Myers sets the tray on the table. "Myers, you're a talker. What's a good word - a solid word for "need""

""Need" is a good, solid word." Myers said.

"Nah, sounds too "needy."" Hellboy said.

"How about want, desire, or must have?" Noel had been half heartedly helping him write until she can get back to Abe.

"Start in, you got nachos coming." Myers said. As he goes out, Liz appears in the doorway. Hellboy quickly stops writing.

"Oh, my God... Look at them all! Who had babies? C'mere, Tiger...! Hey Noel." Liz said as she notices the small cat army.

"Hey Liz." Liz plays with a cat and gives Noel a small smile. Hellboy lifts the piece of paper, which looks like a postage stamp in his stone hand.

"Um... Liz - I - there's something I'd like you to - something I need you to hear." Hellboy stuttered.

"Well. Is it long? I'm going out, but…" Liz said as she put tiger down.

"Out? Out out?" Hellboy asked.

"I believe that's what out means, Red." Noel said as she nibbled on her bowl of chili.

"For a cup of coffee, but go ahead, read." Liz said.

"You're going alone?" Hellboy asked.

"No. Myers is taking me." Liz answered.

"Well this has been fun, but I'm going to go sneak back to the medical wing. Have fun, Liz and bring me back a big cinnamon role with extra icing." Noel said as she walked out.

"Sure thing." Liz said as Hellboy stands up, walks towards her.

"Him! Why him? Why not me?" Hellboy asked as Myers walks back in pushing a tray of nachos.

"Hey, your chili's getting cold." Myers said.

"Not hungry." Hellboy grumbled as he sat back down.

"What did you want me to hear - ?" Liz asked as Hellboy folds the paper.

"It's nothing. Just a list - It's not finished…" Hellboy lied.

"Oh, okay then. Maybe later then." She leaves. Myers smiles.

"Anything else you …" Myers started.

"Not from you." Snaps.

"Well good n…" Myers says.

"Good night." Cuts him off in a furious tone.


	11. Chapter 11

Under the gaze of high-security cameras, Agent Lime rolls Hellboy's food cart down the corridor and into the domed intersection. He whistles a happy tune, opens the high security door and Lime's jaw drops.

Across the room, one of the walls has been completely demolished, revealing a service shaft and .o sign of Hellboy. Lime peeks into the SERVICE SHAFT.

-0-

Myers and Liz leave a coffee shop, strolling down the street. Myers hands Liz her coffee. They chat and laugh. He pushes his Moped. She has her Polaroid with her.

"What are you two talking about? What's so fascinating, so important?" Hellboy asked as he watched them from above.

Liz and Myers pause at a corner, waiting for the light. The shops are closing.

"I admire him. He's a force of nature." Myers said.

"He's just pushy." Liz countered.

"No... He's determined. Unstoppable…"Myers tried again.

"Cocky." Liz countered.

"Strong." Myers shot back.

"A brute." Liz said with finality.

"My uncle used to say... we like people for their qualities but love them for their defects." Myers said as Liz half-smiles, sips her coffee. "He - loves you."

"I know." Liz said as she gained a faraway look in her eyes.

"What about you?" Myers asked.

"Don't know. Really. I grew up with him." Liz said then paused. "I've missed him too, but now, every time I see him, I get confused. Hardly a day goes by he's not in my mind. Even now, I feel he's here."

As they walk down the street. A red streak jumps over roof tops. Hellboy lands neatly on the adjacent roof. He looks down at Myers and Liz. Myers offers her cream and sugar.

"No cream and sugar, moron. She takes it black." She takes the coffee, waves off the half and half. "Toldya."

Trying to feel superior, Hellboy chuckles, as they walk, Liz gestures vigorously. His smile fades.

"It's freezing, isn't it?" Myers said.

"Coffee's warming me up." Liz said. By now, all the shops are closed. They approached a small park near a train track.

"What do we do now? Newark, New Jersey, entertainment capital of the world." Myers asked as he cleans off a wet, dirty bench, sits down.

"You offered me a cup of coffee. I've got one, so just sit down." Liz said and it's obvious that Myers is falling for her.

Hellboy leaps off a building. Two red hands appear over the rooftop parapet. Cursing, Hellboy hauls himself up. He finds himself next to a pigeon coop where a young kid is feeding the birds.

"Hi..." Hellboy said cautiously as the kid stares at him.

"You're Hellboy." The kid said.

"Shh. I'm... on a mission." Hellboy said. He watches as Liz and Myers sit on the bench. "Don't tell anyone, huh?"

-0-

Broom examines the damage to the wall while Noel watches. He turns to see Hellboy's locator belt hanging on the wall. Broom shakes his head.

"Should we send out some scouts?" Lime asked.

Broom motions for him to stop, it's useless.

"No. Enough. He will never change - always a child. Always." Broom said in a tired voice.

"I'll go make sure he doesn't get in trouble." Noel said hoping to make her father feel a little better. Broom nods as Noel dashes down the service corridor.

-0-

The kid walks towards Hellboy, carrying two glasses of milk and a plate of cookies.

"My Mom baked 'em." The kid said proudly. He sits by Hellboy's side as he watches Liz and Myers chatting and laughing.

"That's it: she's laughing. I'm done." Hellboy said in exasperation.

"There you are. What the heck do you think you're doing?" Noel said as she landed on the roof top startling Hellboy and the kid.

"We're watching the spies. Who are you?" The kid asked.

"Noel." She answered and then turned back to Hellboy with a questioning look. "Spies?"

Hellboy grabs three cookies off the plate and scarf's them down so he doesn't have to answer Noel.

"They don't look like spies, but Hellboy said that they were." The kid said as he points to Liz and Myers.

"Those aren't..." Noel started to say, but HellBoy cuts her off.

"Come on! Look at him, those shifty eyes, that - phony grin...!" Hellboy said then seeing the last cookie. "You gonna eat that?"

"You have problems." Noel said as she looked at her brother with a raised eyebrow. "Deep seeded problems."

Below, Myers yawns. Hellboy slaps his forehead.

"Oh, the yawning trick. That's so 1950's! Watch his arm…" Hellboy said as he looks around, picks up a pebble, hefts it.

-0-

"We all have a side that we try to hide..." Myers said. Myers stretches and places his hand and arm behind her back. Something hits him in the head. "Hey! What the hell?"

Myers gets up, annoyed, but no one is in sight. Hellboy snickers, hiding and chewing a cookie. The Kid "gives him five" as Noel just shakes her head.

The pigeons flutter on the rooftop. The kid sits by Hellboy's side.

"Just go down there and tell her how you feel!"Hellboy shakes his head: no. "My mom says…"

"It's not that easy, okay?" Hellboy said then paused. "Plus, you're nine. You're not old enough to give me advice."

"Nine years old and has more sense than your sixty year old butt." Noel said with a role of her eyes as she drank some milk.

"Who are those guys?" The kid asked.

Hellboy turns and sees agent Lime bounds out of one of the vehicles, grabbing Myers, talking rapidly. Liz screams, covers her ears.

"Oh, no…" Noel said as she can feel the panic sliding up her spine.

"Something's wrong…" Hellboy said fearfully.

Agents and Bureau employees are crammed into Broom's office doorway. Hellboy, face contorted by grief, pushes through followed by Noel.

The room is full of forensics people taking pictures, picking up evidence, etc. Tom Manning is there. Seeing Hellboy and Noel, he respectfully steps back. Broom's fragile body lies slumped in his chair, at his feet, a pool of blood. Liz enters, then stifles a whimper.

With tears in his eyes, a disbelieving Hellboy looks at Liz, then at his dead father. He holds Broom's body close to his chest with one arm while the other is around a hysterically crying Noel.

"Father - I'm back. I'm back. I'm back." Hellboy said brokenly. Manning herds everybody out. From the door, Liz blinks back tears as the red giant kneels by the body: a dog with a lost master. "I wasn't here. You died alone…"


	12. Chapter 12

It's raining like hell. The pallbearers, Manning and Myers among them, load Broom's casket into a hearse. Flanking it are two rows of BPRD agents. The hearse doors close and the vehicle pulls away.

Watching like a gargoyle from a distant roof: Hellboy and Noel. Rain bounces off his wet overcoat as Noel clings to him and his arm tightens around her as the precession continues. Liz observes him, worried.

"He hasn't spoken to anyone in three days. Not a word. He doesn't eat, he doesn't sleep and Noel isn't any better..."Liz said. Abe, conscious now, but still in the cast, floats upside down, solving a RUBIK'S CUBE. Liz stands by the tank. "I've never seen him like this, either of them, never. Should I stay? With him, I mean?"

She smiles faintly. Abe catches that she said him instead of them.

"Listen - I'm not much of a problem solver..." Abe displays the cube. "Three decades and I've only gotten two sides, but I know this much: if there's trouble - all we have is each other. And I'm stuck here. So, take care of the big monkey and little kitten for me, will you?"

Their hands almost touch, separated only by the glass. Noel enters a little after Liz leaves. She sits down next to the tank and rests her head against the glass. It is obvious that she has not been sleeping well.

"Noel?" Abe says and she know instantly that he's worried about her.

"I'll be fine." Noel said reassuringly, but it is easy to tell she's lying.

"Liz tells me you haven't been eating or sleeping." Abe said accusingly.

"I'm not hungry and the nightmares keep me up." Noel said truthfully.

Abe gently placed his hand against the glass where Noel's head is resting and read her dreams. It is full of death. The death of her friends, family and love... Abe pulls his hand back abruptly. Noel shifts her head so she is looking him in the eyes having no idea about what he has just gleaned from her mind.


	13. Chapter 13

A massive cargo plane slices the white eye of a full moon. A map details the plane's journey over the Black Sea.

As the plane engines DRONE, Myers supervises BPRD agents Lime and Stone, who stencil a large crate: FRAGILE! LIVE CARGO.

Hellboy and Liz stand around a brightly-lit work table. Hellboy shows them the medieval illustration of Sammael.

"One falls, two shall arise." So: you pop one, two come out. You kill two, you get four. You kill four, you're in trouble. We have to nail 'em all at once and the eggs." Hellboy said.

"When we do: No mumbo-jumbo. Double- core Vulcan-65 grenades." Manning shows them a set of grenade belts. "We've installed a very handy timer. Set it, walk away. Cable pulls the safety pins, K-boom! Easy to clean, easy to use..."

"Those things never work. Never." Hellboy interrupts.

"Each of us gets a belt." Manning says/orders.

"I won't take 'em. They never work." Hellboy shrugs his off as Manning looks at Hellboy, irate.

"I'll carry his…" Myers says as Hellboy wraps Broom's rosary on his wrist.

"Boy Scout." Hellboy mumbles.

-0-

Two gleaming black vans and a truck move through snow-covered Soviet roads. Myers and Liz struggle with a Moscow map while Noel drives.

"Sparky to Big Red..." Liz called into a radio. Popping her head out of the window, Liz looks back at the truck bed.

Fastened to it, the crate labeled: LIVE CARGO. Small breathing holes have been drilled in the sides.

"Sparky? Who came up with that? Myers?" Hellboy asks sarcastically making Liz and Noel snicker.

"We're almost there." Myers grumbles.

"We're leaving the main road, so hang on…" Liz tells Hellboy through the radio. They hit a series of bumps. The box rattles and shakes. Hellboy bangs his head. The vehicle lurches to a halt.

"This better be the place or I'll puke." Hellboy says in a nauseated voice. Motors are turned off. The crate is opened. Noel peeks in.

"Don't be such a baby. I didn't hit every pot hole." Noel told him as he gets out of the crate. "I missed one."

Hellboy glares at Noel before trying to pop her upside the head, but misses when she ducks out of the way. Hellboy steps the rest of the way out and takes a moment to adjust his eyes to the light.

"Take a look at this." Liz says.

"Sebastian Plackba #16..." Hellboy says as he looks at his surroundings.

Broken spiked fences succumb to rust and dead vines. Endless rows of crypts and tombstones poke through wild foliage. Our group plus two agents (Lime and Stone) venture into the labyrinthine lanes of the dead, each carries a backpack, a flashlight and a gun.


	14. Chapter 14

Later. The group gathers in frustration in an area of baroque funerary monuments. Myers - carrying the explosive belts - looks around.

"Forget it. This is practically a city. And it stinks, and it's muddy.

We'll go back, check into a hotel, and regroup after breakfast. We'll have to make a grid, go by quadrants. Maybe satellite photography." He gestures and all the agents head for the vans.

"Let me ask for directions." Hellboy disappears into the labyrinth again.

"Who's he going to ask? We're in a grave yard." Manning whines.

"Trust me Manning, you don't want to know." Noel replied as she and the rest start to follow him.

The group surrounds a grave. Hellboy raises the broken stone cover and then jumps in and lands on a rotten coffin. In it, a mummified corpse lies in a miserable black suit.

"Animam edere, animus corpus..." Hellboy whispers. He presses the amulet on the cadaver's forehead. For a moment, nothing, and then a brutal spasm! The corpse gasps, breathes... and mutters something in tongue less Russian.

"What do you want?" The corpse asks.

The group gawks as Hellboy climbs out, carrying the corpse on his back. With an ear-to-ear grin, he approaches the team.

"Sixty feet further, comrades, and three rows in..." The corpse fidgets on Hellboy's back. Its bony hand weakly points, as if in confirmation. "This here is Ivan Klimentovich: Say "hi" Ivan."

"Go that way red monkey." The corpse mutters in Russian.

They come upon a miniature black marble castle. Using a crowbar, Myers pries open the ancient steel door. Hellboy, still carrying the desiccated abomination on his back, walks in.

Two agents stand guard in the mausoleum, while the group descends carefully. The walls are dotted with yellowed skulls. Myers' flashlight flickers. He shakes it back to life.

They reach the bottom of the staircase: three corridors branch off in different directions. Hellboy deposits the corpse atop a pile of coffins.

"We'll be alright... as long as we don't separate –" Noel says as she looks around.

TCHKANGGG! large spiked metal plates shoot up from below, blocking both their way out, demolishing the staircase and ramming Stone: he's gone.

Wicked spikes cover the metal surface. Hellboy still bangs on it, but to no avail: it's at least six inches thick. Liz and Myers are on the other side.

"I said not to get separated guys." Noel says in a fake annoyed voice as Hellboy rolled his eyes. "Sometimes I swear it feels like no one is listening to me."

"Okay, someone's expecting us. Turn on your locators…Anyone sees anything..." Hellboy said.

"Marco..." Liz started.

"...Polo." Hellboy replied. On the other side of the panel, Myers takes the radio from Liz.

"Are you sure about this?" He asked in a nervous voice.

"On a scale of one to ten: two. But …" Hellboy paused. "- she'll take care of you, Myers. She's a tough one."

Liz and Myers move off. Hellboy shines his light down the tunnel on the left. Agent Lime picks up the corpse and follows along with Noel.


	15. Chapter 15

Hellboy and Manning come into a vast chamber: Slavic motifs crown the rugged stone pillars and archways. Water runs down the walls. Across a small stone bridge, light pours from a hexagonal structure. They step onto the bridge. KLANGGG! two gears release a steel door from above, forcing them to forge ahead. Somewhere, a massive clockwork is ticking.

"What's that…" Manning asked, but Hellboy motions for silence.

"It's something big." Noel says in a low voice. They stare into the darkness.

"We should go back - you - you could tear that door apart …" Manning said.

"Don't move. We …" Hellboy replied, but manning cut him off

"- should go back. Now!" Manning bellowed.

"No. Don't …" Hellboy tried again.

"I'm in charge. We go back!" Manning said while throwing a fit.

Hellboy yanks Manning just in time. BAMMM! A gigantic metal pendulum swings past and demolishes one third of the bridge a few feet from their feet. It takes Lime and the corpse with it. Another door on the far end of the bridge shudders downward.

"Son of a …" Hellboy starts but Noel interrupts.

"It's a trap." Noel yelled.

Whoosh! The PENDULUM swings back. It destroys more of the bridge. Manning sprints for all he's worth and crawls under the door. Noel is the next to slide under the door. Hellboy runs, but chunks of stone disintegrate under his feet.

"Hurry up, Red." Noel yelled at him.

The pendulum swings back taking out the final piece of the bridge just as Hellboy rolls under the door and makes it into the hexagonal building. Noel rushes to his side and pulls him into a hug.

"Are you okay?" Noel said as she frantically looked him over for any sign of injury.

"Noel, I'm fine." He said with a smirk.

"Oh good." Noel said then proceeded to smack up. "If you ever do something that stupid again I swear I will kill you."

Noel ranted and then stopped. She was breathing hard and glaring at Hellboy.

"Ow." He snapped at her, but then pulled her into a one arm hug.

"You're the only brother I have so you need to take care of yourself." Noel mumbled as they stood up.

"Don't worry so much, I can take care of myself." Hellboy replied, but a glare from Noel had him put his hands up in surrender. "Okay, I'll be careful."

"If you're done with all of the family crap we need to get going." Manning snapped. Hellboy and Noel both glared at Manning making him take a few steps back. They then started down the hall.

Hellboy, Noel, and Manning found themselves in a very narrow, arched stone corridor. Its walls are lined with endless rows of rusty steel blades. Faint traces of WAGNER can be heard. They cautiously proceed ahead.

-0-

There, in yellow gaslight, Kroenen nods attentively as a phonograph plays the love duet from TRISTAN UND ISOLDE, above him, ropes, hooks and pulleys.

"Ouch!" Manning yelped having rested his hand to close to a blade.

Kroenen comes alert. He scans the room, quietly winds himself up. Hellboy and Noel shoot a dirty look at Manning and then look back into the chamber, but Kroenen is gone.

"Crap. This guy moves like a cockroach." Hellboy commented as he readies his gun and then creeps toward the lab as Noel draws her scimitars.

"Stay here." Noel ordered Manning.

Hellboy's footsteps elicit soft creaks from the wooden floor. Manning moves along behind him having ignored Noel. The record finishes playing. Silence fills the room.

SWISH! Kroenen's whirling blades slice the air, ripping into Manning's arm. As Kroenen goes in for the kill Noel parries him. Kroenen bears down but Hellboy fends him off with powerful, deliberate blocks. Kroenen hauls out one of his long swords.

"Screw that." Hellboy yelled.

Hellboy yanks it away and bends it like a twig. BAMMMM! He punches Kroenen in the face, crumpling the steel mask, smashing its lenses as Noel comes from behind and slices his legs and chest.

"You killed our father…" Noel said in a deadly voice. "It's only fair that we return the favor."

BAMMM! another hit from HellBoy. Kroenen staggers back with each blow. Finally, the mask falls off.

"Give your soul to God, Your ass is mine." Hellboy states. An asthmatic wheeze erupts from his scarred face. Kroenen is laughing.

BAM! Under his feet, a huge trapdoor falls open. He and Manning drop through, along with the phonograph as Noel jumps to the side.

Hellboy grabs a rope. It spins through a copper pulley, but a large knot jerks him to a stop. Hellboy snatches Manning's hand, but loses his backpack. He looks down. The phonograph hits the ground with a crash.

"Well, it's not that big a fall..." Manning pants out.

KLANGGGG! The entire bottom bristles with six-foot, sparkling steel blades. Noel engages Kroenen in a sword fight in order to defend the ropes that her brother and manning are dangling from.

Kroenen gains the upper hand and manages to knock Noel into a wall of pipes knocking some loose causing them to fall on her and trap her. He laughs as he approaches the pit intent on killing her brother and manning in front of her.

"Don't you dare." Noel yells as she struggles to get free. Kroenen cautiously leans over the pit. He can't hear a sound.

As he peeks - SWISH! A loop of the rope wraps around his neck and yanks him forward! Before he goes over, he frantically digs his blades into the floor, anchoring himself.

Hellboy has used the rope hanging below him as a lasso. Manning clings to his powerful back as he climbs up, hand over hand. Kroenen goes to cut the rope... just as HellBoy reaches the top.

"Oh, no you don't…" Noel comes up behind him and, with a brutal kick to his back, kicks KROENEN into the pit!

With a horrible scream, Kroenen drops headfirst past them and onto the spikes. He wriggles like a fish caught on a hook, only making it worse, as he slides further down the blades.

Hellboy climbs out and sits. Sees Kroenen's blade embedded in the floor holding it the prosthetic hand, still ticking.

"Thanks sis." Hellboy commented.

"No problem." Noel replied. Hellboy peers down. Still alive, Kroenen frees one arm, slicing through his own ropy bicep.

"You like playing possum, you Nazi pinhead?" Hellboy asked as he looked down at him. "Then try playing dead."

Hellboy tips a massive cogwheel over the edge. Kroenen emits a horrid scream as it crushes him. Manning sits down, bandaging his injuries. Noel kneels down and re does his sloppy work.

"Are you okay?" Noel asks noticing is pale parlor. Manning nods weakly. Hellboy brings out a cigar and fires up his Zippo.

"You'd better stay here. We'll find a way out. We'll come back for you." Hellboy said as Noel nodded and stood up.

"You call that thing a cigar?" Manning asked in slight shock.

"Yup." Hellboy replied as he kept trying to light the cigar.

"You never, ever light a cigar that way." He stated as he digs out one of his fine cigars, cuts it and hands it to Hellboy.

"Use a wooden match. It preserves the flavor." He lights it for him as Noel grins at them. "Thank you."

"My job." Hellboy smiles.


	16. Chapter 16

Liz and Myers advance carefully down a narrow tunnel. Just ahead, cave-in. Pieces of ceiling, timber, coffins and corpses form a chaotic barrier.

"So, he thinks that you and I... That's why he's mad at me…" Myers asks as they squeeze past a few bones roll by. Wet earth drops onto their shoulders. They draw their arms close to their bodies, pointing their flashlight beams straight down. "But it's not true, is it?"

What - ?" Liz asks while distracted by their dark environment.

"That you feel that way about me." Myers pressed.

"You want to know - Now - ? Here? Red, white, whatever - Guys are all the same." Liz said in amazement.

Hellboy labors up a steep slope, using rocks and roots for handholds while Noel uses her claws to effortlessly scale the terrain. He reaches a dead end and collapses, out of breath.

"Tired already? Wimp." Noel taunts.

"Shut up." Hellboy gasps out.

Light filters through a crack in the ground; he can faintly hear Liz and Myers. Liz and Myers reach a wider section of Tunnel "B". They find themselves calf-deep in brown water. Myers lights Liz's path as she steps onto a large stone.

"Watch out. It's slippery..." Myers warns. His light shorts out. She shines her light past him.

"Oh, my God..." Liz starts. Myers turns. His flashlight comes back on, revealing a complex natural cavern. An entire wall is covered with translucent eggs.

Sammael is there, gnawing on a dry arm bone, with the hand still attached. When the light hits his face, his milky pupils constrict. A snarl as a second Sammael emerges from the water. It shakes itself off. A third one raises its head.

Myers and Liz try to back away, but a metal wall rises right behind them KLANKKKKK! They are trapped! Myers goes to grab a set of explosive belts. Tries to set up the timer. Zipp! - one Sammael snatches them away. Myers falls to the ground, clothes torn, injured.

"Marco, Marco, Marco... Get your Big Red butt over here!" Liz yells into the radio. Something stomps on the ceiling directly above them. Again and again.

Hellboy pounds the floor with his rock hand. Furiously.

"Hang on kid, I'm coming for you!" Hellboy calls out.

"Are you sure this is a good idea?" Noel comments as she looks at the structural integrity. The rocks below them start to crumble.

Dust and rocks fall from above. The four identical creatures move in on Liz and Myers. Myers shoots one in the head three times. The creature shakes off the hits as if pelted with pebbles.

One of them springs. As it flies through the air, Hellboy crashes through the ceiling. He lands on top of it along with Noel and a ton or two of stone. The creature is crushed.

Two eggs glow, metamorphosing. Presto - two new Sammaels are born. The first two Sammaels growl, joined by the two new ones. Liz sprints to safety. Noel stands groggily to her feet and shakes the dust off of herself. She limps over to the rest of the group having hurt her leg.

"Sorry. Just couldn't leave you two alone." Hellboy said sarcastically.

"Yeah we thought we would just drop in." Noel adds on dryly. Hellboy scoops up Myers and deposits him next to Liz along with Noel.

Lit by Myers' flashlight, two of the creatures jump. One clamps onto Hellboy's back, the other onto his leg. Hellboy howls. The third one joins in, like lions dragging down a zebra. This time, though, the zebra fights back.

Hellboy pulls out his gun and fires a round into the chest of a Sammael. Two eggs glow - two new Sammaels are born. They're five.

Hellboy's torso is covered in blood. He falls to the ground as a fourth and a fifth creature spring onto him, biting. Hellboy is in trouble. Liz watches and shivers. A ripple of heat shimmers over her body.

"Hit me." Liz tells Myers.

"What?" He asks. Liz is desperate, crying.

"Hit me…" She says again. "All of my life I've run away from it... Now I want it to happen! Do it."

Hellboy screams. Water explodes under the fighting bodies. Two of the Sammaels turn their attention to Liz and Myers.

"I can't, I …" Myers stutters. Liz slaps him.

"I know now: I love him. I've always loved him." Liz states.

"Oh, for the love of..." Fed up with the delay Noel slaps her across the face, once. Hard. The heat ripple builds. The air vibrates around her. Her pupils kick back light, like an animal's.

"Go now." Liz said in a strained voice. Noel grabs Myers and ducks behind a rock as Liz's arms blaze with fire.

The two approaching Sammaels are ready to pounce. Noel readies her swords. On top of Hellboy, one of them turns its head, like a lion hearing the hunter's gunshots. A staggering Hellboy sees Liz's body shake in a surge of white-hot energy.

"Liz..." Hellboy calls weakly. The water at her feet blows away as a concave shockwave of fire expands. The fire engulfs the creatures and devours them all.

Hellboy pushes away the half-cooked remains of two Sammaels. The other creatures are little more than blackened bones. He stumbles forward. No water left. Everything is half-buried in a cracked, bone-dry bed of mud. Liz lies on the ground, on her side, unconscious.

Myers is alive, but too groggy to even acknowledge it as is Noel. Weakly, Hellboy turns around: In the eerie silence of his deafness, he sees Grigory - laughing noiselessly, witness to an absurd comedy. Ilsa approaches. And - in a simple, brutal move - hits him with a hammer.


	17. Chapter 17

Hellboy slowly comes to. He is chained to a massive wooden yoke. He takes notice of his surroundings: a large church-like space, surrounded by funeral niches and statues holding swords. High columns flank huge mechanical gears. An solar system model takes the place of an altar. Off to one side, Ilsa uses a hammer to destroy the timers on the explosive belts.

Next to the main nave, Myers and Noel are tied to a stone pillar. Under Myers feet, a blood channel, leading to the immense stone slab bought from Lapikov mingles with Noels own blood trail.

Liz lies at Grigory's feet. He's dressed in a ceremonial robe and holds his leather book open. His back to Hellboy, he faces a mural of the angel Abbadon holding a key.

"And I looked and beheld an Angel, and in his hand the key to the bottomless pit..." Hellboy tenses, rage building. The yoke creaks, but doesn't bend. "These were the words I heard as a peasant boy in Tobolsk. And now, the door - Sent by the Ogdruh Jahad so that they might at long last enter our world."

"You are the key! The right hand of doom!" Ilsa says to Hellboy. Hellboy studies the stone sculpture, its three hand prints. "What did you think it was made for? Open the locks."

Hellboy stares at his huge right arm, as if for the first time.

"Don't do it! Don't do it!" Myers yells. Ilsa kicks Myers in the face.

"Silence!" Ilsa barked.

"Ugly crazy stupid old hag." Noel spits on Ilsa who gives her a kick to the gut.

The open dome above reveals the moon. An eclipse is beginning. The altar's clockworks monitors its progress.

"Imagine it: An eden for you and her…" Ilsa starts.

"No." Hellboy said in a soft, but determined voice. Grigory turns to Hellboy.

"No?" then tries to be reasonable. "In exchange for her life then, open the door."

In torment, Hellboy, shakes his head: no.

"As you wish." He states simply. He leans over Liz, whispers in her ear: Her body arches, her mouth emits a plume of energy. Grigory greedily inhales it. Then she goes limp. "She's dead."

"Noooo! Noooo!" He struggles again. One of the cuffs snaps. He swats Ilsa with his free hand. She stumbles backwards. Now Hellboy fights to free his other hand. Indifferent, Grigory watches the eclipse.

"Her soul awaits on the other side. If you want her back...Open the door and claim her." His head and heart racing, Hellboy struggles for an answer. Can't find one... the moon is almost totally eclipsed. He drops his gaze. His voice a hoarse whisper.

"For her." He said.

"Red no." Noel yells brokenly.

Grigory moves close to Hellboy and rips the rosary off his wrist. It lands near Myers.

"Names hold the power and nature of things. Mine for example. Rasputin: "The crossroads." He pauses. "And crossroads I have become." He pauses again. "Your true name: Anung-un-Rama. Repeat it. Become the key."

"Anung-un-Rama..." He repeats.

"Noooo..." Noel shouts.

Hellboy's stone arm glows. Ancient symbols of fire burn the stone. Flames momentarily engulf his body.

Hellboy roars as his HORNS majestically burst forth! Out of his mouth, energy and light boil like condensing breath on a winter's night.

Inebriated with power, the new prince of hell smiles with supreme arrogance. His shadow falls on the white marble of the slab and mysteriously spreads over it until the stone turns black as obsidian.

"No! Don't do it! Listen to me!" Myers calls out. Hellboy inserts his enormous paw into the first inprint on the stone slab - CLACK! He turns it, like a lock.

"Red stop, you can't do this. You promised you wouldn't leave me alone. Brother, don't do this." Noel yells hysterically. A beam of crimson light shoots upwards into the sky.

-0-

Visible from all over Moscow, the beam blazes to the moon! The same phenomenon as in the prologue, but this time it's more intense, with ripples and haloes. Again, the infinite, starry space. Again, the OGDRU JAHAD. The ruby beam pierces the darkness.

Hellboy watches as the first imprint disappears. In its place: a burning glyph.

Myers struggles with his bindings. The rough hemp cuts his skin, but he manages to free one hand. Noel uses her claws to start sawing through the ropes.

OGDRU JAHAD shifts, suddenly breaking free. Gelatinous limbs uncurl, expand. Its enormity puzzles the eye, obscuring the frame.

Hellboy thrusts his hand into the second imprint. CLACK! He turns it. Myers spots the broken rosary and reaches for it.

Grigory drinks in the first signs of the arrival and laughs.

"The final seal. Open it!" He orders.

Hellboy puts his hand inside, CLACK! Before he can turn it, Myers reaches the rosary. Ilsa lunges at him. Noel clobbers her full in the face. She staggers back and down, Noel grabs her dagger from her boot and holds it to Ilsa' throat.

"If I were you I would not move an inch." Noel growled.

"Remember who you are!" Myers throws the rosary at Hellboy. Instinctively, Hellboy catches it. It smokes in his hand.

"Remember our father!" Noel called out to him. He tosses the rosary away. It lands next to the explosive belts. Hellboy opens his palm, seeing the smoking, charred imprint of the cross and beads. He looks over at Grigory.

With a blood-curdling scream, Hellboy grabs his horns with both hands, brutally snaps them off. Energy spews from the stumps.

He stabs Grigory with one of them. Grigory drops to his knees, holding his stomach. Hellboy drops the blood-stained horn. The final lock disappears into the stone. The light flickers and the connection with the moon is broken.

Ilsa, licking her bloody lips, looks up. The sky is silent. The thunderclouds are parting. The eclipse has ended. Grigory crumples in agony. The burning glyphs in Hellboy's stone hand dim down, his features and body resume their usual shape. All is quiet.

"You will never fulfill your destiny. You will never understand the power inside you." Grigory calls out.

"I can live with that." Hellboy breaks Myers' chains, helps him up as Noel leaves Ilsa and runs over to her brother and gives him a big hug. He smiles down at her tear stained face then turns until he is looking at Liz. A deep and painful look is on his face.

Hellboy painfully takes Liz's limp body in his arms. Myers and Noel stand by his side. He kisses her forehead, caresses her hair, then walks down the steps. Myers steps on something. He looks under his foot: A smashed GLASS EYE. Then... out of the silence, a whisper.

"Child..." Hellboy turns. Grigory, on his knees, smiles. "Look what you've done…" He looks up. In his empty eye socket, fleshy tendrils shift lazily. "You've killed me - an insignificant man... but you have brought forth a God."

"That is the grossest thing I have ever seen." Noel commented.

He uncovers his abdomen. Long, fleshy pseudo pods spill out of the wound, like intestines. A large entity erupts from Grigory's torso and claws the air.

"Behold, my master, Behemoth. Guardian of thresholds, destroyer of worlds." Covered in steamy slime, a seven foot, multi-tentacle shape - BABY BEHEMOTH - lands on the stone slab. The squirming flesh surges up like greasy pink foam. Growing exponentially by the second.

Ilsa kneels and embraces Grigory's corpse, kisses him on the mouth as s gargantuan tentacle shadow looms above them.

"Hell will hold no surprises for us." Ilsa says as a tower of flesh disdainfully crushes them both.

-0-

In a passageway, Hellboy carefully hands Liz's body over to Myers and Noel.

"Keep her safe, no matter what. I'll deal with whatever's back there." Hellboy orders.

"Be careful." Noel tells him.

"Alone?" Myers asks uncertainly.

"How big can it be?" As if in response, a massive tentacle fills the tunnel, reaching for him. Oil lamps hanging from the ceiling smash onto HELLBOY´S head as he is pulled back at breakneck speed, finally confronting it.

"Crap." Noel commented as she and Myers stare down the tunnel.

BEHEMOTH! The size of a house -Hellboy - head smoking - writhes in the grip of the tentacle. It suddenly throws him toward the ceiling.

As he arcs back down, ABM! - he cracks the floor wide open. Next to him: the rosary and the explosive belts. He tries to grab them. The tentacle slams down, blocking his way. The vibration sends the belts down into the crack. They bounce off a small ledge and land further down. Far below, grinding cogwheels and gears.

Hellboy manages to pull a steel sword from the closest marble statue. Hellboy stands up and swings the sword for all he's worth. FWAP! He cuts clean through the tentacle. The tip hits the floor, rolling into the crack.

From out of Behemoth's stump... a mass of wriggling tentacles replaces the cut-off section! They squirm around Hellboy's face as he slashes, again and again, fighting his way forward.

He leans into the crack, stretches his arm, struggling to grab the belts. A few inches short. He jumps into the crevice, onto the first ledge. It crumbles! The gears below grind a few falling bricks. The belts slide away.

A tentacle captures Hellboy, pulls him up. At the last second, Noel comes out of nowhere and grabs the belts then tosses it to him he catches it with his tail.

The beast raises Hellboy high. A multi-layered mouth opens in the body of BEHEMOTH. The most horrible proboscis ever seen. Hellboy's tail passes him the belts. The timers on them are crushed. A spark spurts: Useless.

"They never work." He says to himself. He wraps them around his stone arm. "Ugh - Now, this is gonna hurt."

He pulls the pin on all the explosives. BEHEMOTH drops him into a squid-like beak and gulps him down. Noel sees what he's doing and runs for safety behind a pillar. After a moment, a weird gurgle emanates from the creature's innards. Then a surge of light roils within the thing, outlining the pulpy organs. The creature starts to burn.

A chain reaction yields a cacophony of explosions as Behemoth is enveloped in a cloud of fire, goo and soft flesh. Hellboy lands with a sickening, bone-crunching THUD!

With a bellow, Behemoth goes down, the limp tentacles missing Hellboy as they vanish in a blaze of energy and light. Finally, just a few cinders of flesh float in the air.

Noel rushes over to him and kneels down to check his breathing. He coughs up some slime, but is otherwise alright. Hellboy stands with the help of Noel, covered in goo. Two final shockwaves of light ripple over the ground.

"Ouch - It did hurt." Hellboy comments as Noel rolls her eyes.

"I take it back, this is the grossest thing I have ever seen." Noel said.

Hellboy lurches into the passageway supported by Noel and spots Myers. Painfully drags himself over. Liz's body is on the floor.

Manning limps in from an adjacent room. Hellboy cradles Liz's head in his huge hand. Holds her against his powerful chest and whispers in her ear. A beat or two, then a moan.

"In the dark - I heard your voice - What - did you say - ?" She asks. He looks at her, lovingly caressing her hair.

"You, on the other side: let her go. Because for her, for her - I'll die. I'll cross over."

He pauses. "And you'll be sorry I did."

Noel smiles as Liz looks at Hellboy for the first time as what he is: the man she loves. A warm, gentle fire rims her body. Manning watches as agent Myers smiles a sad smile, illuminated by the flames. Hellboy and Liz kiss. The fire haloes them and builds.

"That's really great and all guys, but I want to go home now." Noel said.


End file.
